1. DEFINITIONS (a) “Veterinary Instruments” – Veterinary Instruments, being the Vendor of the goods which are the subject of this Agreement.
(b) “the Product” – all the items and services ordered by the Purchaser.
(c) “the Price” – the total price as agreed and documented between Veterinary Instruments and the Purchaser subject to the terms of paragraph 2 below.
(d) “the Purchaser” – the person, firm or company who or which has accepted any quotation issued by Veterinary Instruments and/or agrees to purchase the Product. If the Purchaser is a company which is a subsidiary of or controlled by another company, then that fact must be disclosed to Veterinary Instruments prior to entering into the purchase contract.
2. PAYMENT (a) The Purchaser will pay the Price for the Product. Except where agreed to the contrary and documented in writing by Veterinary Instruments payment is due within 30 days from date of receipt of Veterinary Instruments invoice.
(b) The prices quoted by Veterinary Instruments are exclusive of VAT. VAT shall be charged at the prescribed rate at the date of invoicing (unless on receipt of a VAT Exemption Certificate). The Purchaser shall pay the VAT to Veterinary Instruments as if it were part of the Price and all requirements and other provisions concerning payment of the Price shall apply accordingly.
(c) The prices quoted by Veterinary Instruments do not include either delivery of the Product to the Purchaser or special handling or any special packaging requested by the Purchaser. If requested by the Purchaser, these services may be provided at Veterinary Instruments discretion and shall be charged at the prevailing rates at the time of such delivery, special handling or special packaging. The Purchaser shall pay such charges to Veterinary Instruments as if they were part of the price and all other provisions concerning the payment of the Price shall apply accordingly.
(d) Veterinary Instruments shall be entitled to interest on monies outstanding for more than thirty (30) days from the date of receipt of Veterinary Instruments invoice at a rate of 2.5% per month from the 31st day to the date of final payment.
3. CANCELLATION If for any reason, the Purchaser cancels any order {or portion thereof} for the Product, a charge will be made by Veterinary Instruments so as to Indemnify Veterinary Instruments against any losses and/or additional costs {administrative or otherwise} resulting there from. This charge will normally be 10% of the Price {minimum £100} but may be higher in the event of the Product ordered being of a non-standard nature.
4. SALE OR RETURN All sale or return agreements will be confirmed in writing prior to delivery of the goods, the maximum length of a Sale or Return period shall be no longer than 30 Days from despatch by Veterinary Instruments. Should goods be returned after 30 Days the full invoice amount will be payable. Where a Sale or Return agreement has been entered into and goods are returned by the Purchaser for whatever reason, Veterinary Instruments reserves the right to make a charge for any damage incurred to the Product during the Sale or Return period. A purchase order number must be provided prior to despatch of all Sale or Return items, if for any reason the goods are deemed unsuitable, a full credit note will be issued.
5. DELIVERY Veterinary Instruments shall use all reasonable endeavours to provide the Product ready for despatch to the Purchaser no later than the date specified in the order {hereinafter called the “Delivery date”} but any such Delivery date is to be treated as an estimate only, not involving Veterinary Instruments in any liability for any liability for failure to deliver on such date.
6. TITLE AND RISK (a) Until payment of the Price in full has been received by Veterinary Instruments, property in the Product shall remain vested in Veterinary Instruments and the Product shall remain conspicuously marked as being the property of Veterinary Instruments.
(b) Failure to pay any part of the Price in full shall give Veterinary Instruments the right to take possession of the Product {including the right of Veterinary Instruments to enter in or upon the Purchasers premises and take possession of the Product} with or without notice and without liability.
(c) Notwithstanding that property in the Product does not pass until full payment has been received, the risk of loss or damage shall pass to the Purchaser upon satisfactory delivery and Veterinary Instruments accepts no liability whatsoever as bailee or otherwise of the Product after that date.
7. LIABILITY (a) Veterinary Instruments shall have no liability {other than that imposed by the Unfair Contract Terms Act 1977 }, for any direct injury, loss or damage whatsoever, if the cause thereof lies beyond the reasonable control of Veterinary Instruments and Veterinary Instruments shall have no liability whatsoever in respect of any consequential injury, loss or damage, including any injury, loss or damage arising from any malfunctioning of, or defect in, or failure of any of the Product, or any loss of the use of any item of Product.
(b) No representation shall be taken to have been given or implied, from anything said or written, prior to the making of the order, including anything said or written in the negotiations between the parties hereto, or their authorized representatives, but nevertheless if any representation shall subsequently be found, or deemed to have been given, it is hereby expressly excluded or restricted to the extent permitted by the Misrepresentation Act 1957 as amended by the said Unfair Contract Terms Act of 1977.
(c) No agent, employee, contractor, or representative of the Company has any authority to bind the Company to any affirmation, representation, condition or warranty concerning the Product sold, unless such affirmation, representation, condition or warranty is specifically included within the Agreement or is given in writing by a Director of Veterinary Instruments when acting for and on behalf of the Company in waiving, amending, or supplementing this Agreement in accordance with paragraph 10 c.
(d) In cases where Veterinary Instruments is asked to recommend Product to meet the purchaser’s needs the purchaser should be aware that it is not practicable for Veterinary Instruments to predict with complete accuracy in advance, the Product which will be needed to satisfy the purchaser’s requirements. All such recommendations are therefore estimates only and Veterinary Instruments can accept no responsibility if any goods supplied, fail to meet the purchaser’s requirements, or to achieve any particular level of performance.
8. WARRANTY (a) Veterinary Instruments ensure that the Purchaser receives the benefit of all guarantees and warranties which have been given to Veterinary Instruments by the manufacturer or supplier. The Purchaser is recommended to study such warranty and ensure that any conditions are fully complied with.
(b) Veterinary Instruments accepts no liability for any losses or damage of any form whatsoever suffered by the Purchaser as a result of any defects in the Product supplied.
9. FORCE MAJEURE Veterinary Instruments shall be under no liability for any delay in, or failure, to perform all, or any part of its obligations hereunder, such delay or failure shall be due to Acts of God, strikes, lockouts, labour disturbances, civil disturbances, statute order, or any regulation of any Government, public, local or other Authority, delays or defaults of supplies and subcontractors, and without prejudice to the generality of the foregoing, any other causes beyond the reasonable control of Veterinary Instruments.
10. GENERAL (a) This Agreement shall be governed for all purposes by the laws of England. (b) No time or indulgence granted by Veterinary Instruments shall affect the strict rights of Veterinary Instruments under this Agreement. (c) This Agreement constitutes the entire agreement between Veterinary Instruments and the Purchaser and may be waived, amended or supplemented, only in writing, executed jointly by Veterinary Instruments and the Purchaser. No items or conditions stipulated by the purchaser shall have any effect unless agreed in writing by Veterinary Instruments.
